Barclays PLC — Capital/Financing Update 2010

Aug 13, 2010

BASE PROSPECTUS DATED 13 AUGUST 2010 Financial Services Authority

BARCLAYS BANK PLC

(incorporated with limited liability in England and Wales)

€35 billion

Global Covered Bond Programme unconditionally and irrevocably guaranteed as to payments by Barclays Covered Bonds LLP

(a limited liability partnership incorporated in England and Wales)

Under this €35 billion covered bond programme (the "Programme"), Barclays Bank PLC (the "Issuer") may from time to time issue bonds (the "Covered Bonds") denominated in any currency agreed between the Issuer and the relevant Dealer(s) (as defined below). The price and amount of the Covered Bonds to be issued under the Programme will be determined by the Issuer and the relevant Dealer(s) at the time of issue in accordance with prevailing market conditions

Barclays Covered Bonds LLP (the "LLP") has guaranteed payments of interest and principal under the Covered Bonds pursuant to a guarantee which is secured over the Portfolio (as defined below) and its other assets. Recourse

Covered Bonds may be issued in bearer or registered form. The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the Programme will not exceed €35 billion (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein

The Covered Bonds may be issued on a continuing basis to one or more of the Dealers specified under "Programme Overview" and any additional Dealer appointed under the Programme from time to time by the Issuer (each, a "Dealer" and together, the "Dealers"), which appointment may be to a specific issue or on an ongoing basis. References in this Base Prospectus to the "Relevant Dealers" shall, in the case of an issue of Covered Bonds being (or intended to be) subscribed for by more than one Dealer, be to all Dealers agreeing to subscribe for such Covered Bonds.

The Issuer applied to the Financial Services Authority (the "FSA") to be admitted to the register of issuers and for the Programme and for any Covered Bonds issued under the Programme prior to the date of admission to be admitted to the register of regulated covered bonds, under the Regulated Covered Bonds Regulations 2008 (Statutory Instrument 2008/346) as amended by the Regulated Covered Bonds (Amendment) Regulations 2008 (Statutory Instrument 2008/1714) (the "Regulated Covered Bond
Regulations" or the "RCB Regulations"). The Issuer was admitted to t the Programme (including those Covered Bonds issued prior to the date of admission) have been admitted to the register of regulated covered bonds on 11 November 2008 under the RCB Regulations.

This Base Prospectus constitutes a "Base Prospectus" for the purposes of the Prospectus Directive (Directive 2003/71/EC). Application has been made to the Financial Factories Authority which is the United Kingdom competent authority under the Financial Services and Markets Act 2000 for the purposes of the Prospectus Directive and relevant implementing measures in the United Kingdom (t and to the London Stock Exchange plc (the "London Stock Exchange") for such Covered Bonds to be admitted to trading on the Regulated Market of the London Stock Exchange (which is a "regulated market" for the purposes of the Markets in Financial Instruments Directive 2004/39/EC) (the "regulated market of the London Stock Exchange"). Admission to the Official List together with admission to the regulated market of the London Stock Exchange constitutes official listing on the London Stock Exchange. References in this Base Prospectus to Covered Bonds being "listed" (and all related references) shall mean that such Covered Bonds have been admitted to trading
on the Regulated Market of the London Stock Exchang any) payable in respect of Covered Bonds, the issue price of Covered Bonds and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under "Terms and Conditions of the Covered Bonds") of Covered Bonds will be set out in a separate document containing the final terms for that Tranche ("Final Terms") which, with respect to Covered Bonds to be admitted to the Official List and admitted to trading by the London Stock Exchange, will be delivered to the UK Listing Authority and the London Stock Exchange on or before the date of issue of such Tranche of Covered Bonds.

The Programme provides that Covered Bonds may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or regulated or unregulated markets as may be agreed between the Issuer, the LLP, the Bond Trustee (as defined below) and the relevant Dealer(s). The Issuer may also issue unlisted Covered Bonds and/or Covered Bonds not admitted to trading on any regulated or unregulated market.

The Covered Bonds and the Covered Bond Guarantee (as defined below) have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise transferred except (1) in accordance with Rule 144A under the Securities Act ("Rule 144A") to a person that the holder and any person acting on its behalf reasonably believes is a "qualified institutional buyer" (as defined in Rule 144A) (each a "QIB") that is acquiring the Covered Bonds for its own account or for the account of one or more QIBs, (2) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act ("Regulation S"), (3) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder, if available, or (4) pursuant to any effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States. No representation can be made as to the availability of the exemption provided by Rule 144 under the Securities Act for resales of the Covered Bonds. See "Form of the Covered Bonds" for a descri transfer, see "Subscription and Sale and Transfer and Selling Restrictions". Prospective purchasers are hereby notified that the sellers of the Covered Bonds may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.

Investing in Covered Bonds entails risks. See the risk factors beginning on page 19 in this Base Prospectus carefully before you purchase any Covered Bonds.

The Issuer and the LLP may agree with any Dealer and the Bond Trustee that Covered Bonds may be issued in a form not contemplated by the Terms and Conditions of the Covered Bonds herein, in which event (in the case of Covered Bonds admitted to the Official List only) a supplementary prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Covered Bonds.

The Covered Bonds issued under the Programme are expected on issue to be assigned an "AAA" rating by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc., an "AAA" rating by Fitch Ratings Ltd. a hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation.

Arranger

Barclays Capital

Dealers

Barclays Capital

UK Listing Authority Document approved Date: . . . . . . . . . . . . . . Signed: 1. . . . . . . . . . . . .